EXHIBIT 10.38 PLEDGE AGREEMENT AGREEMENT, dated as of July 22, 1993 between EDUCATIONAL MEDICAL, INC., a Delaware corporation (the "Pledgor"), M.T. X-RAY, INC. (the "Pledgee") and MTSX ACQUISITION CORP. (the "Issuer"). PRELIMINARY STATEMENT The...Pledge Agreement • October 22nd, 1996 • Educational Medical Inc • Services-educational services • California
COMMON STOCKUnderwriting Agreement • July 2nd, 1998 • Educational Medical Inc • Services-educational services • Delaware
AMONGRevolving Credit Agreement • June 29th, 1999 • Quest Education Corp • Services-educational services • Georgia
1 EXHIBIT 10.37 ASSET PURCHASE AGREEMENT Agreement dated as of September 6, 1996 among EDUCATIONAL MEDICAL, INC., a Delaware corporation ("EMI"), SACMD Acquisition Corp., a Delaware corporation wholly owned by EMI ("Buyer"), San Antonio College of...Asset Purchase Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Texas
EXHIBIT 10.3 NON-NEGOTIABLE SECOND PAYMENT PROMISSORY NOTE U.S. $________________ March 13, 1998 FOR VALUE RECEIVED, each of the undersigned, jointly and severally, (each individually called a "Maker" and collectively called the "Makers") hereby...Promissory Note • March 30th, 1998 • Educational Medical Inc • Services-educational services
EXHIBIT 10.59 STOCK PURCHASE AGREEMENT Agreement dated as of March 13, 1998 among EDUCATIONAL MEDICAL, INC., a Delaware corporation ("EMI"), NEW HAMPSHIRE ACQUISITION CORP., a Delaware corporation wholly owned by EMI (the "Buyer"), HESSER, INC., a New...Stock Purchase Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • New Hampshire
PROVISIONSEscrow Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Arizona
EXHIBIT 10.27 PLEDGE AGREEMENT AGREEMENT, dated as of , 1993 between EDUCATIONAL MEDICAL, INC., a Delaware corporation (the "Pledgor"), OHIO INSTITUTE OF PHOTOGRAPHY AND TECHNOLOGY, INC., an Ohio corporation (the "Pledgee") and OIOPT ACQUISITION...Pledge Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Ohio
June 26, 2000 Mr. Vince Pisano Quest Education Corporation 1400 Hembree Road, Suite 100 Roswell, GA 30076 Re: Various Compensation Issues --------------------------- Dear Vince: This letter will amend that certain letter agreement dated January 8,...Letter Agreement • June 28th, 2000 • Quest Education Corp • Services-educational services
EXHIBIT 10.63 REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN EDUCATIONAL MEDICAL, INC.Registration Rights Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Delaware
1 EXHIBIT 10.11 FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT, dated as of March 31, 1995 executed by EDUCATIONAL MEDICAL, INC., a Delaware corporation (the "Company") and the parties named in...Securities Purchase Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services
This Employment Agreement (the "Agreement") is dated as of June 26, 2000 by --------- and between Vince Pisano ("Executive") and Quest Education Corporation, a --------- Delaware corporation (the "Company"). ------- RecitalsEmployment Agreement • June 28th, 2000 • Quest Education Corp • Services-educational services • New York
1 EXHIBIT 10.50 STOCK PURCHASE AGREEMENT Agreement dated as of February 14, 1998 among EDUCATIONAL MEDICAL, INC., a Delaware corporation ("EMI"), CHI ACQUISITION CORP., a Delaware corporation wholly owned by EMI (the "Buyer"), COMPUTER HARDWARE...Stock Purchase Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Pennsylvania
BACKGROUNDEmployment Agreement • March 30th, 1998 • Educational Medical Inc • Services-educational services • New Hampshire
1 EXHIBIT 10.47 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (this "Pledge Agreement"), dated as of February 25, 1997, between EDUCATIONAL MEDICAL, INC., a Delaware corporation (herein called the "Pledgor"), and BANK OF AMERICA, FSB (the...Stock Pledge Agreement • June 30th, 1997 • Educational Medical Inc • Services-educational services • Georgia
WITNESSETH:Security Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services
1 EXHIBIT 10.46 BUSINESS LOAN AGREEMENTBusiness Loan Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Georgia
AGREEMENT:Stock Purchase Warrant • April 16th, 1998 • Educational Medical Inc • Services-educational services
PRELIMINARY STATEMENTRegistration Rights Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services
1 EXHIBIT 10.19 AGREEMENT IN RESPECT OF WARRANT THIS AGREEMENT is made by TRUST FOR DEFINED BENEFIT PLAN OF ICI AMERICAN HOLDINGS, INC. and FUELSHIP & COMPANY, ITS REGISTERED NOMINEE (the "Holder") in favor of EDUCATIONAL MEDICAL, INC. (the "Company")...Warrant Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services
EXHIBIT (e)(10) AMENDMENT NO. 1 TO RIGHTS AGREEMENT This Amendment No. 1 (this "Amendment") to the Rights Agreement (the "Rights Agreement") dated as of May 14, 1999 between Quest Education Corporation, a Delaware corporation (the "Company"), and...Rights Agreement • June 28th, 2000 • Quest Education Corp • Services-educational services • Delaware
RIGHTS AGREEMENT BETWEEN QUEST EDUCATION CORPORATION AND FIRST UNION NATIONAL BANK, AS RIGHTS AGENT DATED AS OF MAY 14, 1999Rights Agreement • May 21st, 1999 • Quest Education Corp • Services-educational services • Delaware
OF REORGANIZATION AMONGReorganization Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Delaware
1 EXHIBIT 10.48 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Security Agreement"), dated as of February 25, 1997, made by EDUCATIONAL MEDICAL, INC., a Delaware corporation ("EMI") and all of those subsidiaries of EMI identified as such on the...Security Agreement • June 30th, 1997 • Educational Medical Inc • Services-educational services • Georgia
January 8, 1998Compensation Agreement • June 26th, 2000 • Quest Education Corp • Services-educational services
LOAN AGREEMENTLoan Agreement • October 22nd, 1996 • Educational Medical Inc • Services-educational services • Tennessee
BACKGROUNDEmployment Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • New Hampshire
BILL OF SALEBill of Sale • April 16th, 1998 • Educational Medical Inc • Services-educational services
1 EXHIBIT 10.1 ASSET PURCHASE AGREEMENT Asset Purchase Agreement (the "Agreement") dated as of October 29, 1998, among QUEST EDUCATION CORPORATION F/K/A EDUCATIONAL MEDICAL, INC., a Delaware corporation ("QEC"), IOWA COLLEGE ACQUISITION CORP., a...Asset Purchase Agreement • December 15th, 1998 • Quest Education Corp • Services-educational services • Iowa
OHIO OPEN END MORTGAGE [BANK ONE LOGO] AMOUNT $720,000.00 ---------------Mortgage Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Ohio
BACKGROUNDSecurity Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Pennsylvania
WITNESSETH:Promissory Note Modification Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services
EXHIBIT 10.49 FIRST AMENDMENT TO BUSINESS LOAN AGREEMENT PREAMBLE: THIS AMENDMENT, dated as of June 30, 1997 (this "Amendment"), is made and entered into by and among BANK OF AMERICA, FSB (the "Bank"), EDUCATIONAL MEDICAL, INC. ("EMI") and all those...Business Loan Agreement • April 16th, 1998 • Educational Medical Inc • Services-educational services • Georgia
June 1, 1998Non-Competition Agreement • June 9th, 1998 • Educational Medical Inc • Services-educational services
EXHIBIT 10.69 AMENDED AND RESTATED ESCROW AND SECURITY AGREEMENT Amended and Restated Escrow and Security Agreement (the "Agreement") dated as of March 13, 1998 and amended and restated as of May 1, 1998 among EDUCATIONAL MEDICAL, INC., a Delaware...Escrow and Security Agreement • June 9th, 1998 • Educational Medical Inc • Services-educational services • New Hampshire
